Such St. George Party is not, and with the giving of notice, xx lapse of time or both would not be, in violation of or in default under, (i) its Constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except in the case of (ii) for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the issue and sale of the Class A-1 Notes and the performance by such St.George Party of all of the provisions of its oxxxxxxxxxs under the Class A-1 Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such St.George Party is a party or by which such St.George Party is bound or to which any of the pxxxxxxx xr assets of such St.George Party is subject, nor will any such action result in any violation of the provisions of the Constitution of such St.George Party or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such St.George Party, or any of its properties; and no xxxxxxx, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Class A-1 Notes or the consummation by such St.George Party of the transactions contemplated xx xxxx Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act, and as may be required under state securities or "Blue Sky" laws in connection with the purchase and distribution of the Class A-1 Notes by the Underwriters.
Such St. George Party has not taken any corporate action nor (xx xxe best of its knowledge and belief) have any other steps been taken or legal proceedings been started or threatened against such St.George Party for its winding-up, dissolution or reorganizatiox xx for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets.
Such St. James Shareholder is acquiring all of the Warrants xxx xill acquire the shares then issuable upon exercise of the Warrants (the "Warrant Shares")(the Warrants and the Warrant Shares collectively the "Securities") for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; provided that nothing in this representation shall preclude the transfer of such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act.
Such St. Geoxxx Xxxxx is a corporation duly incorporated and xxxxxxy existing under the Corporations Act of the Commonwealth of Australia as in effect at the date of this agreement; such St.George Party has the power and authority (corporaxx xxx xxher) to own its properties and conduct its business as described in the Preliminary Prospectus and the Final Prospectus and to enter into and perform its obligations under this Agreement and the Basic Documents to which it is a party and carry out the transactions contemplated by such Basic Documents; such St.George Party has been duly qualified or licensed xxx xxx xransaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or licensing, other than where the failure to be so qualified or licensed or in good standing would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents.
